0001193125-09-242189 Sample Contracts

REVOLVING CREDIT AGREEMENT among TEXAS PETROCHEMICALS LP, and THE OTHER BORROWERS NAMED HEREIN, as Borrowers, TEXAS PETROCHEMICALS LP, as Funds Administrator, VARIOUS LENDING INSTITUTIONS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent,...
Revolving Credit Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York

THIS REVOLVING CREDIT AGREEMENT is dated as of June 27, 2006 and is made by and among Texas Petrochemicals LP, a Texas limited partnership (“Company”), Texas Butylene Chemical Corporation, a Texas corporation (“Texas Butylene” and together with the Company, the “Borrowers” with the Company acting in its capacity as Funds Administrator for the Borrowers), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for the Lenders, and LaSalle Bank National Association, as Collateral Agent (as defined herein).

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TERM LOAN AGREEMENT among TEXAS PETROCHEMICALS LP, VARIOUS LENDING INSTITUTIONS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent Dated as of June 27, 2006 with CREDIT SUISSE SECURITIES (USA) LLC as Syndication Agent Arranged by...
Term Loan Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York

THIS TERM LOAN AGREEMENT is dated as of June 27, 2006 and is made by and among Texas Petrochemicals LP, a Texas limited partnership (“Company”), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for the Lenders.

EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas

This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Luis Batiz, the undersigned individual (“Batiz”), to be effective as of March 19, 2007 (the “Effective Date”).

JOINDER TO CREDIT AGREEMENT
Credit Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York

THIS JOINDER TO CREDIT AGREEMENT (this “Agreement”), dated as of March 28, 2008, is by and among TEXAS PETROCHEMICALS LP, a Texas limited partnership (“Company”), TEXAS BUTYLENE CHEMICAL CORPORATION, a Texas corporation (“Texas Butylene” and together with the Company, the “Borrowers”), the financial institutions signatory hereto in their capacity as Additional Commitment Lenders under and as defined in the Credit Agreement (as defined below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders under and as defined in the Credit Agreement (“Administrative Agent”), with Deutsche Bank Securities Inc., as Lead Arranger for the Revolver Increase referenced herein.

INVESTMENT AGREEMENT dated as of February 28, 2004 by and among TEXAS PETROCHEMICALS LP CASTLERIGG MASTER INVESTMENTS, LTD. and RCG CARPATHIA MASTER FUND, LTD.
Investment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York

THIS INVESTMENT AGREEMENT is made as of February 28, 2004, by and among Texas Petrochemicals LP, a Texas limited partnership (the “Company”), Castlerigg Master Investments, Ltd. (together with any designated wholly-owned affiliate of Sandell Asset Management Corp. or Castlerigg Master Investments, Ltd., “Sandell”), and RCG Carpathia Master Fund, Ltd. or any wholly-owned designated affiliate of Ramius Capital Group, LLC (together with any wholly-owned designated affiliate of Ramius Capital Group LLC, “Ramius” and, together with Sandell, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used in this Agreement are defined in Section 10 hereof.

ASSET PURCHASE AGREEMENT by and among TEXAS PETROCHEMICALS LP, PURCHASER and HUNTSMAN PETROCHEMICAL CORPORATION and HUNTSMAN FUELS, L.P., SELLERS As of April 5, 2006
Asset Purchase Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 5, 2006, is made and entered into by and among Texas Petrochemicals LP, a Texas limited partnership (“Purchaser”), and Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”) and Huntsman Fuels, L.P., a Texas limited partnership (“Huntsman Fuels”, and together with Huntsman Petrochemical the “Sellers” and, each individually, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN RUTH I. DREESSEN AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

This Amendment No. 1 is effective as of July 1, 2008 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Ruth I. Dreessen, the undersigned individual.

EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas

This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Christopher A. Artzer, the undersigned individual (“Artzer”) to be effective as of July 1, 2006 (the “Effective Date”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN LUIS E. BATIZ AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

This Amendment No. 1 is effective as of March 20, 2009 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Luis E. Batiz, the undersigned individual.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN CHRISTOPHER A. ARTZER AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

This Amendment No. 1 is effective as of July 1, 2008 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Christopher A. Artzer, the undersigned individual.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN CHARLES W. SHAVER AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

This Amendment No. 1 is effective as of July 1, 2008 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Charles W. Shaver, the undersigned individual.

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of June 14, 2006, is made and entered into by and among Texas Petrochemicals LP, a Texas limited partnership (“Purchaser”), Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”), and Huntsman Fuels, L.P., a Texas limited partnership (“Huntsman Fuels” and, together with Huntsman Petrochemical, the “Sellers”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of February 10, 2009 (this “Agreement”), is made by and among Texas Petrochemicals LLC, a Texas limited liability company (“Company”) and Texas Butylene Chemical Corporation, a Texas corporation (“Texas Butylene” and, together with Company, each individually referred to herein as a “Borrower” and collectively as “Borrowers”), and each of the undersigned Lenders.

INDEMNITY AGREEMENT
Indemnity Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Delaware

This Indemnity Agreement (this “Agreement”) is made and entered into this day of , 200__, by and between Texas Petrochemicals Inc., a Delaware corporation (“TPI” or the “Company”), and (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas

This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Ruth I. Dreessen, the undersigned individual (“Dreessen”) to be effective as of July 1, 2006 (the “Effective Date”).

TEXAS PETROCHEMICALS INC. 2004 STOCK AWARDS PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made by and between Texas Petrochemicals Inc., a Delaware corporation, (the “Company,”) and , an Employee of the Company or its Subsidiaries (the “Participant”).

TEXAS PETROCHEMICALS INC. 2004 STOCK AWARDS PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Delaware

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made by and between Texas Petrochemicals Inc., a Delaware corporation (the “Company”) and (the “Participant”).

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of April 27, 2006, is made and entered into by and among Texas Petrochemicals LP, a Texas limited partnership (“Purchaser”), Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”), and Huntsman Fuels, L.P., a Texas limited partnership (“Huntsman Fuels” and, together with Huntsman Petrochemical, the “Sellers”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas

This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Charles W. Shaver, the undersigned individual (“Shaver”) to be effective as of July 1, 2006 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas

This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Russell T. Crockett, Jr., the undersigned individual (“Crockett”) to be effective as of September 2, 2008 (the “Effective Date”).

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